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                                                                   EXHIBIT 10.3

                      LONG TERM INCENTIVE BONUS AGREEMENT

AGREEMENT, dated as of May 1, 2002, (covering the three year period from
December 1, 2001 through November 30, 2004) among Equity One, Inc. a Delaware
corporation (the "Company") and Cameron E. Williams, John N. Martella, Gregory
S. Fisher, Tony A. Flor (each an "Employee").

WITNESSETH: That in consideration of the mutual covenants herein contained, the
parties hereto hereby agree as follows:

1)   The Company hereby agrees, upon the terms and conditions set forth herein,
     to pay (or cause to be paid) to each Employee within approximately 90 days
     after the fiscal year ending November 30, 2004 (the "LTI Bonus Payment
     Date") a Long-Term Incentive Bonus payment (the "LTI Bonus").

2)   The obligation of the Company to pay to each Employee an LTI Bonus is
     subject to the satisfaction of the following conditions:

     a)   The external auditors of the Company and/or the internal auditors and
          employees of Popular, Inc. ("Popular") or any of its subsidiaries
          (collectively, the "Examiners") shall have examined the books and
          records of the Company for each of the Company's fiscal years 2002,
          2003, and 2004 and shall have provided their reports to the Chairman
          of the Company at least 15 days prior to any anticipated payment
          under the LTI Bonus Agreement. Both the external auditors and the
          internal auditors (the Examiners) will, as part of their various
          annual examinations during the LTI Bonus Period, include reviews of,
          and indicate in their reports the degree of compliance with the
          Operating Standards and Accounting Standards described in the
          schedules attached to and made part of this Agreement.

     b)   The Adjusted After-Tax Income of the Company for the Special
          Incentive Bonus Period shall be equal to or greater than the
          Threshold Requirement. For the purposes of this Agreement, the
          "Adjusted After-Tax Income" of the Company shall be the actual net
          income of the Company for the LTI Bonus Period after taxes, as such
          amount shall have been adjusted in accordance with the provisions
          specified in Schedule 3 hereto; the "Projected After-Tax Income Goal"
          of the Company for the LTI Bonus Period shall be the sum of the
          annual Company operating plans, as approved by the Board of
          Directors, for the fiscal years 2002, 2003, and 2004, after accrual
          of the LTI Bonus and all other bonuses of all types; and the
          "Threshold Requirement" for each Employee which equals the sum of 85%
          of after-tax income in the 2002 operating plan, and 85% of the
          after-tax income in the 2003 operating plan, and 85% of the after-tax
          income in the 2004 operating plan.

     c)   The Employee continues to be employed by the Company throughout the
          LTI Bonus Period.

3)   The Company will pay (or cause to be paid) to each Employee the LTI Bonus
     determined as follows:



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     a)   The "Actual Financial Percentage Against Goal" will be calculated by
          dividing the Adjusted After-Tax Income by the Projected After-Tax
          Income Goal. For example, if the Adjusted After-Tax Income is equal
          to the Projected After-Tax Income Goal, the Actual Financial
          Percentage Against Goal shall be 100%.

     b)   The payout under the LTI Bonus will be based on the Actual Financial
          Percentage (the "AFP") against Goal in accordance with Exhibit A,
          which is a table listing the AFP from the Threshold of 85% up to the
          maximum possible Bonus amount. The bonus for reaching exactly the sum
          of the three-year adjusted net profit figure will be calculated as
          3.0% of that amount; the percentages for reaching from 85% to 126% of
          said net profit figure vary, and are shown in the third column of
          Schedule A, which is headed "Bonus Percent."

     c)   Twenty-five percent (25%) of the LTI Bonus will be discretionary,
          based on Popular, Inc.'s evaluation of the Company's degree of
          compliance with the standards established in Schedule 1 and Schedule
          2 hereto (which evaluation shall be based on the reports of the
          internal and external audits, and the Chairman's review of those
          audit reports and other Company reports). Said evaluation could
          result in a score of from zero percent to the full 25%. This
          determination will primarily consider such matters as: infrastructure
          condition and development (systems, processes, and leaders at all
          levels); the results of state, Federal, internal and external audits
          and examinations; general compliance with the policy items contained
          in the schedules to this Agreement as well as the Company's policy
          manuals, and any related reputation/image impact (which could be
          positive, neutral or negative). If the determined percentage under
          this discretionary portion of the LTI is less than 25%, that amount
          will be reduced from the total percentage arrived at under paragraphs
          (a) and (b) above. The purpose of this 25% portion of the LTI based
          on operating and financial standards, is to stress the need for the
          Company to have reached its financial goals while maintaining a sound
          operating condition (in compliance with the operating and accounting
          standards established under this Agreement and in the Company's
          policy and procedures manuals, to assure the Company's continued
          value, good potential for sound operation and profitability after
          2004, and satisfactory compliance ratings from its various
          regulators).

4)   Vesting under the LTI will occur as follows: On each of November 30, 2002
     and November 30, 2003, each Employee will vest 20% of his portion of the
     amount accrued by the Company for each year for the LTI, provided that the
     Company's Adjusted After-Tax Income goals for the 2002 and 2003 fiscal
     years are equal to or greater than the projected After-Tax Income goals
     for these years, and further provided that the Employee is employed by the
     Company through November 30, 2004. If the After-Tax Income goal is not
     reached for 2002, the 20% vesting will not occur for 2002. However, if 85%
     or more of the After Tax Income goal is reached for 2002, then from 62.5%
     to 100% of the 20% of the respective portion for that year will be vested.
     If the Threshold level of financial performance is


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     achieved on a cumulative basis for fiscal years 2002 and 2003, then from
     62.5% to 100% of the 20% of the respective portion for that year will be
     vested. The exact percentage that will become vested in such a situation
     will be based on Exhibit A hereto. For any bonus to be paid to
     participants after the close of year 2004, the sum of the three annual
     after-tax budgets must have been reached, or at the minimum, at least the
     Threshold amount of 85% of the three-year planned income.

5)   If (a) all of the conditions specified in paragraphs 2(a) and 2(b) hereof
     are met so that the Company shall be obligated to pay the LTI Bonus to
     each Employee, and (b) after November 30, 2002 and prior to December 1,
     2004, either (i) employment of any employee shall be terminated other than
     by the Company for "material breach or just cause" as such term is defined
     in Exhibit "B" hereto, or (ii) employment of any Employee is terminated
     due to death or total disability, then such terminated Employee (or his
     estate) shall be entitled to receive on the LTI Bonus Date, the remaining
     LTI Bonus (as specified in paragraph 3 hereof) that was accrued, but not
     to exceed the vested amount through his date of termination based on
     earnings of the Company to that date.

6)   In the event of a merger of the Company with or into another corporation
     that is not part of Popular, or the sale of substantially all of the
     assets of the Company (a change of control), this LTI Bonus program will
     be either continued in its current form or replaced with a program
     providing equivalent economic value over the same time period. In the
     event that the successor corporation refuses to commit in writing to the
     Employees to continue or substitute this program, then a Bonus payment
     shall be made within 90 days of the merger or sale of the Company, based
     on the Actual Financial Percentage against goal for the period from
     December 1, 2001 through the sale or merger date, multiplied by the
     Employee portion of the Bonus Award.

7)   Each Employee agrees not to disclose, either while in the Company's employ
     or at any time thereafter, to any person not employed on a full-time basis
     by the Company, or not engaged to render services to the Company, any
     confidential information obtained by him while in the employ of the
     Company, including, without limitation, information relating to the
     methods of distribution, suppliers, customers, client relationships or
     marketing strategies of the Company and its parent entity, Popular.
     However, this provision shall not preclude the Employee from the use or
     disclosure of information known generally to the public or of information
     not considered confidential by persons engaged in the business conducted
     by the Company or from disclosure required by law or court order. The
     Employee also agrees that upon leaving the Company's employ, he will not
     take with him, without the prior written consent of an officer authorized
     to act in the matter by the Board, and he will surrender to the Company
     any record, list, or other document, data or property of the Company,
     together with any existing copy and reproduction thereof, which is of a
     confidential nature relating to the Company which was obtained by him or
     entrusted to him during the course of his employment with the Company.


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8)   Each Employee agrees that following termination of employment for any
     reason, he shall not for 18 months following his termination date, either
     (a) solicit any employee of the Company to leave such employment and
     become employed by the Employee or any person or entity with which the
     Employee is associated as an employee, director, consultant or
     stockholder, or (b) solicit or handle on his own behalf or on behalf of
     any person or entity, any client of the Company.

9)   No party hereto may assign any of his or its rights or obligations under
     this Agreement to any other person or entity.

10)  No amendment or waiver of any provision of this Agreement shall be
     effective unless in writing signed by all the parties hereto.

11)  This Agreement shall be governed by, and interpreted in accordance with,
     the laws of the State of New Jersey.

12)  Any notice given pursuant to this Agreement shall be in writing and shall
     be delivered in person or deposited in the US mail, postage prepaid, for
     delivery as registered or certified mail, return receipt requested,
     addressed to each Employee at the home office mailing address of the
     Company.

13)  This Agreement may be executed in one or more counterparts, each of which
     shall be deemed to be an original but all of which together will
     constitute one and the same instrument.

14)  All amounts payable to Employee under this Agreement shall be subject to
     applicable withholding of income, wage and other taxes at the rates
     applicable at the time said amounts are paid.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
     the date first above written.

                                        EQUITY ONE, INC.

                                        By:        /s/ C. E. Williams
                                            ------------------------------------
                                                 C.E. Williams, President

                                        By:        /s/ Larry B. Kesler
                                            ------------------------------------
                                                  Larry B. Kesler, Chairman

     /s/ C. E. Williams                            /s/ Gregory S. Fisher
-------------------------------         ----------------------------------------
         C. E. Williams                               Gregory S. Fisher

    /s/ John M. Martella                             /s/ Tony A. Flor
-------------------------------         ----------------------------------------
        John M. Martella                              Tony A. Flor



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